Frankie is an emotional train wreck, careening around the East Los Angeles music scene drinking and meeting strangers. Lev is a taciturn and tormented soul. He drives a limo and wants to work in the music business. They begin a relationship after they connect with each other one night at a party.

Antony, a stressed out, grown up, toy collector, has lost his youthful ways. Perhaps he lost his vigor through years of telemarketing, or it could be his constant struggle with the modern world. But maybe, just maybe it's because he finds himself in a loveless relationship with his lady of ten years, ROSE. Is it time for Antony to grow up and join the new age "sonic healing cult"? Or will he take the sage advice offered by his 7 year old nephew and find himself again?

An out-of-work guitar player is forced by his girlfriend to get a job as a "pony photographer", taking pictures of kids and ponies on the mean streets of East L.A. Along the way, he gets beat up, smoked out, flirts with a sexy senorita, loses his pony, and kicks out the jams in this documentary-style, very musical look at life in modern day Los Angeles.